LAW44415: Takeover Regulation in the EU

• The course aims to provide an introductory understanding of the regulation of takeovers in the European Union. The course will focus on selected jurisdictions including the UK, Germany, France and Italy. The course will look at regulatory issues in the market for corporate control including economics of takeovers, the various corporate structures affecting takeovers and corporate restructuring, the takeover bid process, and the effect globalisation has on EU takeover regulation.

• Economics of takeovers - reasons for takeovers, including: de-fragmentation of companies, stake empire building, and foreign takeovers; and the normative and prescriptive arguments on the value and role of takeovers;
• Corporate structures - the effect on takeovers of market structures: Liberal Market Economies and Coordinated Market Economies; and share ownership structures; dispersed and concentrated ownership;
• Regulatory framework - including UK: Companies Act, and City Code on Takeovers and Mergers; Germany: Securities Acquisition and Takeover Act; France: General Regulation (Reglement general) of the Autorite des marches financiers (AMF); Italy: Financial Act, and the CONSOB Regulation; and EU: Takeover Directive 2004/25/EC, Transparency Directive 2004/109/EC, TFEU Art on Free movement of capital and TFEU Art on Freedom of establishment;
• Takeover bid process - mandatory bid, equal treatment, information disclosure, obligations of offeror and offeree board, takeover defences, squeeze-out, etc;
• Market for corporate control - change of control through friendly takeovers, through hostile takeovers, and corporate restructuring by way of schemes of arrangements;
• Effect of globalisation - comparative regulation of takeovers: EU and US; the influence that US takeover process and defence regulation has on the practices of takeovers in the EU; and harmonisation and regulatory reforms.>

Subject-specific Knowledge:

• On completion of the module, the students will:
• understand the economic reasons for which takeovers occur, the value and role of takeovers in corporate governance, and the regulation thereof;
• have an in-depth critical understanding of the legal rules and principles governing takeover in the EU;
• appreciate the effect that gloablisation has on harmonisation and reform of takeover regulation in the EU;

Subject-specific Skills:

• On completion of the module, the students will:
• appreciate the various corporate structures in selected EU jurisdictions affecting corporate restructing through takeovers;
• advise on the legal regulatory framework applicable to takeovers in particular jurisdictions;
• critically analyse global regulatory trend affecting takeovers in the context of legal harmonisation and legal reforms.

Key Skills:

• On completion of the module, students will be able to:
• use sophisticated techniques of information retrieval and management using an array of print and digital resources;
• demonstrate an independent approach to learning and problem-solving;
• formulate complex arguments in articulate and structured English in an effective way, within the discursive conventions of academic writing and written to high academic standards.

• The teaching will be based on seminars supported by in-depth but targeted reading drawn from both primary and secondary sources;
• each seminar will have an introductory presentation on the topic, followed by questions and directed discussion, all of which will be designed to facilitate and build knowledge, understanding and critical insights;
• the method of assessment will test student's ability to meet the relevant learning outcomes. The summative essay will require independent research, assess the extent to which students have developed an overall grasp of the subject matter and underlying the regulatory issues, and test their ability to engage in critical analysis through a structured argument;
• the formative essay will assist in preparation for the summative essay.

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